


stardust

by neverweremine



Category: Ultimate Spider-Man (Cartoon 2012)
Genre: Alternate Universe - Canon Divergence, M/M
Language: English
Status: Completed
Published: 2020-06-22
Updated: 2020-06-22
Packaged: 2021-03-03 20:27:42
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 3,988
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24851554
Author URL: https://archiveofourown.org/users/neverweremine/pseuds/neverweremine
Summary: Takes place post the episode Back in Black. Simple "What if Harry got to keep the Venom suit?"
Relationships: Harry Osborn/Peter Parker
Comments: 2
Kudos: 55





	stardust

**Author's Note:**

  * For [houseofbees](https://archiveofourown.org/users/houseofbees/gifts).



> This is for the great Bees who drew me an art and I LOVE AND APPRECIATE THE ART. THANK YOU SO FUCKING MUCH.

"Hey, you did a good job," Spider-Man stated as he clapped him on the shoulders. Harry coughed over the squeal that wanted to escape his throat.

"Of course. No problem. All in a day's work." He rolled his shoulders and stretched the kinks from his neck. Was he overdoing it? He was overdoing it, wasn't he? Spider-Man walked past him and onto the cluttered New York Streets. He bent low, at the perfect angle to appreciate his back muscles and bulging shoulder blades, as he hefted a fallen billboard off the streets. It wasn't often Spider-Man used his strength in non-danger related situations but Harry savored each time as if it were his last.

"You know," White Tiger mused, "if you join SHIELD, you can stare at him a lot longer. Just sayin'."

"I have no idea what you're talking about."

"Sure you don't. It'd be more convincing if you weren't staring at him throughout this entire conversation."

Harry pulled his gaze away from the impressive display of strength and heroism to glare at her. He didn't quite know what to make of SHIELD's little superhero team. When they first met - him, the newly branded Venom and them, superheroes he only ever knew tangentially - they attacked him without question. They said he was trouble, someone far too in over their head - and to be fair, they were right - but recently, with Spider-Man playing mediator between them and the quick saves during battle, it seemed like they were warming up to him.

Warm enough to invite him into their little superhero group, even.

"Pass," said Harry. "No offense to you guys, but SHIELD's not my style." Plus, if his dad ever found out he worked for SHIELD, he'd be dead meat. Or, he'd be dead meat when Norman found out his son decided to fight crime instead of study for Calculus, but he'd be more dead meat if he worked for SHIELD.

"Well," White Tiger said with a considering tilt of her head, "if you ever have second thoughts, you know where to find us."

.

 _sorry for ditching again_ \- H

 _it's fine. had smthn come up anywy. nxt time myb?_ \- P

Harry's thumb hovered over the keys. It wouldn't take too long to type it out. I am Venom. A few keystrokes. Hit the send button. Done. Harry typed it out, watched the blinking cursor, and then backspaced until the box was blank again.

 _Heck yeah!_ \- H

He sighed and pocketed his phone.

.

Telling Peter had been non-negotiable. It had been the natural conclusion, an impulse that needed no second thoughts. Become a superhero. Tell Peter. Except when he dragged Peter to the bathroom that fateful morning, his friend kept sneezing, people kept barging in, and then the warning bell rang…

And then afterward, when Spider-Man saved him from the consuming darkness with his strong arms and steady voice, the choice to tell was out of his hands - because Spider-Man was there offering mentorship and a hand on his back and he said, _"Secret IDs are key. You can't tell anyone who you are, not if you want to protect them. Not if you love them._ "

And that was that.

But still, it doesn't stop him from imagining what could've been late at night. The smile spreading across Peter's face, the delight in his voice, the questions that would flood his ears as his best friend tried to figure out how it all worked. There would be light in his eyes and interest - maybe enough interest to finally pry him away from those other friends…

Harry pressed the butt of his palm against his eyes. No, no thinking like that. He wasn't some lonely rich kid - (he was) - who got jealous when his best friend had other friends he wanted to hang with - (liar). He was well-adjusted and… and…

This wasn't where he wanted his mind to go tonight.

Firmly, putting Peter out of his mind, Harry instead imagined revealing himself to Spidey. Would the superhero be surprised? Shocked? Would he even recognize him? They had met before, brief glimpses in the school cafeteria when the wall-crawler fought the Frightful Four and at the party where Venom first appeared, but Harry was quickly learning that superheroes met tons of people in their line of work. Spider-Man couldn't hope to remember everyone, much less someone he met only twice. Still, he'd like to imagine he made some impact on Spidey's mind.

He pondered the possibilities for a bit before his brain snagged on another thought: What if it was the other way around? If Spidey revealed his identity to Harry? How would he look?

He thought of pink lips around a bite of hotdog, the firmness he felt under his hands whenever he grabbed Spidey's biceps or forearm or shoulder, the outline of muscles underneath the red and blue…

 _Handsome_ , Harry decided, as his eyes drifted close. _Spider-Man would look very handsome without his mask._

.

.

.

His eyes shot open.

_Wait._

_What?_

.

It was their weekly movie night, which was an oxymoron, considering how many weeks in a row they'd cancel lately. It was pouring outside, the thunder rumbling like a deep-seated groan reverberating through Harry's chest. He didn't bother to ready the popcorn machine or browse his movie collection. Any second now, he'd get a notification on his phone; a text saying, ' _sorry, can't make it_ ,' and he'd be disappointed but not surprised -

And, of course, that was when the door edged open and a sopping wet Peter Parker squished in with his soaking wet, mud-caked sneakers and a smile that could light New York after dark. "Hey, sorry I'm late. Mind if I borrow your shower before we start?"

.

He only meant to drop off some clothes. Honest. Peter's wet ones were already cycling in the dryer and he had gotten some spares from his closet to drop off, but then he noticed Peter's backpack dripping water next to the bathroom door, and he couldn't have wet tiles, right? So he grabbed a towel to place under, but when he picked the backpack up, something fell out of a side pocket.

A watch.

Except it wasn't a watch.

If this were any other time - if this were before black goo monsters and swinging through Manhattan with Spider-Man, Harry wouldn't have given it a second thought - but it's not before and that's not a watch. That's a communicator. A SHIELD communicator.

 _Spider-Man's_ SHIELD communicator.

Harry had been trained out of snooping at a young age. Osborns didn't snoop. They investigated and delegated and insinuated until the truth fell from tightlipped mouths but they did not snoop. Harry took one look at the SHIELD communicator laid stark but harmless against the fluffy white towel, wet but no doubt unharmed, and then began snooping.

Peter's backpack contained what you'd typically expect from your average American high schooler: school books, notebooks, a pencil case, granola bars, granola bar wrappers, loose change. It also had what you wouldn't typically expect from your average American higher schooler. Namely: the spidey suit, web-shooters included, and spare canisters of web fluid.

Okay then.

Carefully, breath held tight against his rib cage like an injured bird trying to flap, flap away, Harry repacked Peter's backpack exactly as he'd found it. He zipped all the pockets close and craned his ear for a slight shift in volume from the showers. Once he was done, he tiptoed his way out of the room. The shower pitter-pattered on.

.

Harry sank into the couch like it was the only thing left capable of holding him up.

His best friend was Spider-Man. His best friend was mentoring him in superheroing. Said best friend had no idea he was doing said mentoring. Or did he?

… No, if Peter knew, then he would've said something by now. At least everything was making sense now: the constant disappearances, the new friends, the lame excuses. Peter never could come up with good excuses.

Harry spared a brief second to imagine what would've happened if he did tell Peter. His mind conjured that day, the dirty bathroom floor, the fogged over mirrors, Peter's runny nose and sleep-deprived eyes, the magical girl-esque spin he prepared that morning. Would Peter have revealed himself too? He imagined Peter unzipping his backpack and showing off his web-shooters.

Then he remembered Spidey - Peter's - words. "You can't tell anyone who you are, not if you want to protect them. Not if you love them." Warmth fluttered in Harry's ribcage. Did it really matter if Peter would've told him or not? It didn't matter. He knew now, and he wasn't going to tell anyone.

As the rain poured outside, blue eyes drifted shut.

 _At least I was right about one thing_ , he thought. _Spider-Man is handsome behind the mask._

.

.

.

His eyes shot open.

_Wait. What?_

.

"Venom, you're…"

"Here and ready to kick evildoer butt?" Harry did a strongman's pose, flexing his muscles. At the lackluster response, he hurriedly straightened. Gotta play it cool, Osborn. You're not Flash.

"You should've told me you were joining." A warm hand landed on his shoulder. "What made you change your mind?" Was that relief in Peter's voice? Joy? It was hard without seeing his face.

"Oh, well, y'know…" _I wanted to spend more time with you._ "Thought if you were mentoring me, I might as well go all in, right? Make it easier on you."

"Are you sure?" Even without the face, Harry could read his tone of voice in his sleep, and that tone is as familiar as lazy pizza and video game days. That's Peter's 'can you handle the challenge' as they boot up Street Fighter for the nth time and he can see the quirk of brown brows, the challenging glint in blue eyes, the mischievous curl of his lips. "Because as far as I'm aware, I've been going easier on you, but now that we have an entire SHIELD facility to play with…"

.

Being trained by Spider-Man is a lot like being tutored by Peter Parker. There's the same encouraging tint to his words, the same non-judgemental aura when he makes a mistake, the same cheering that he'd get from solving for pi that he gets as he dodges laser beams and Iron Fists' very powerful glowing punch. There are key differences, of course. One key difference is that their tutoring sessions were never this touchy-feely.

.

"You okay there?" asks Spidey. Harry didn't mean to pinwheel and trip on his feet after the life model decoy exploded but he's kind of glad he did because there were powerful arms holding him and the familiar smell of classroom chemicals and web fluid in his nostrils and, _oh god, he's taking too long to answer, isn't he?_

"Yeah, I'm fine," Harry says as Spidey hefts him to his feet. Somewhere in the periphery, Nova is laughing his bucket off, but he ignores it. "A little tired, but fine."

"Sounds like it's break time then," Spidey says, and then he takes off his mask, and it's like a shampoo commercial or an episode of Baywatch. He lifts his mask and everything turns slow motion and it's Peter, his bangs flying with the twist of his head. Peter, with the bulging muscles and the kind eyes and satisfied smile, like climbing walls and backflipping over lasers is nothing more than a light jog on a Sunday morning - and yes, he knew his best bud was Spider-Man, but he's learning there's a difference between knowing and seeing.

One by one, the rest of the team unmask. It isn't anything he hadn't already expected in the long run, but still, seeing your new normal high school classmates turn out to be superheroes isn't what you experience every day.

Then, like the turning of a clog and the steady click of the grandfather clock, they turn to him.

Uh-oh.

.

"I don't get it. Are you famous or something - is that it?" asked Luke.

"Eh," Harry replied. He held the fry to his mouth and Venom, without peeling back, grabbed the fry and popped it into his open mouth. Luke's lips pulled back showing vague disgust, but he didn't say anything.

"Scarred?" asked Sam.

"Nope."

"Invasive questions only display our ignorance, not our understanding. If he wants to reveal his face to us, he will do it in due time," said Danny. Harry always did like him best.

"Or he can do it now," Ava said. She slammed her hand on the table and leaned in like a cat on the prowl. "We showed you our faces. You show us ours. It's only fair."

Peter, like a guardian angel from above, slid between them. "He doesn't have to if he doesn't want to. So long as Fury knows who he is and approves, then he doesn't have to show a soul if he doesn't want to."

"Spidey…"

"Without the mask, I'm Peter. Peter Parker." He held out his hand with the solemnity of a first meeting. Harry had to stifle a laugh as he took it.

"I'm…" He should tell the truth. It was the right time, right place - it wasn't like he wanted to keep his ID a secret in the first place… and yet, something was holding him back.

"Venom. Or V. Yeah, call me V...for now."

Peter smiled, though disappointment lingered in his eyes. "V. Sounds good."

.

Harry never thought he'd ever call the penthouse crowded. Heck, even when he was hosting that party and invited the whole school, there had still been empty spaces that he couldn't explain. Inviting the team to the penthouse made it crowded but in a good way. Sam won't stop hogging the controllers, Ava keeps guessing the cost of everything, Luke flopped onto the massage chair and hasn't let up since, and Danny slides into the grandeur with reminiscing eyes and surprising ease.

There's so much noise that it almost seems, for a moment, that all the empty spaces have been filled.

And Pete. Pete's looking at him with sunshine in his eyes, leaning in like he's creating a bubble between the two of them and everything else is negative space.

"I'm glad you warmed up to them," he says, even as Harry's insides turn white-hot and gooey, like chocolate melting on a hot summer's day.

.

"So how did this all begin? I mean, a bunch of teenage superheroes? Who thought up that bright idea?"

"That would be the Director of SHIELD. You might've heard of him? Director Fury?"

"Ah."

They were in the barracks. Harry had a bunk assigned solely to him even though he barely used it. Unlike most of the others, he had a home. It didn't mean he didn't appreciate a place to crash after a hard mission. Or that his bunk was under Peter's.

The barracks descended into silence. It was mid-day but no natural lighting and dissonant schedules meant adjustable lighting. The artificial lights were set to somewhere around 9 PM and around them, super teens were turning in their bunks after an exhausting fight with Hydra. Harry settled in, waiting for Peter's snores to start up, when-

"Why don't you take off your mask?"

Harry stared at the top bunk, the sleek silver framing holding up a plain blue mattress. He imagined Peter above him, his hands on his chest, elbows tucked to his side like they did whenever they had sleepovers but couldn't sleep.

"Not saying that you have to," Peter continued in his low voice. Bed sheets shifted. A red-clad hand lit a soft blue by the artificial lights dangled from over the edge, "but you can trust us. I know we made a bad first impression with the whole ' _you can't be trusted to wield such dark power'_ a la Lord of the Rings style," Harry had to suppress a snort, "but that's not going to happen again. Everyone here loves you."

His heartbeat thrummed in his chest; a rapidly increasing thump that rattled his rib cage and sent his stomach through rollercoaster swoops.

"Even you?" he asked.

"Of course," the response was immediate, with the sort of, ' _duh, how could you even ask?_ ' undertone that made him feel like he was teetering over some edge, some Herculean abyss from which he could never escape. "Don't tell anyone else but you might be my favorite on the team - and I'm not just saying that because I'm your mentor and thus all the progress you make can be credited to me."

When Harry laughed, it was like falling and roller coaster loops and the steadying of a once-frantic heartbeat.

.

They're swinging by Times Square and Jameson's on the big screen again. God, for a going-out-of-style newspaper company, the Daily Bugle could sure afford to have their news blasted everywhere.

"- and another thing: Who does that wall-crawling menace think he is, leaving his webs everywhere? New York should sue that vigilante for property damage -"

"Does he ever shut up?" Harry asks as they land on a nearby rooftop. He paces to the far side of the rooftop until the blabs become unintelligible from the other signs of New York. "Wish the Daily Bugle would go under already."

"Whoa, why so snarky?" Spidey asks as he follows step for step. "It's not like he's berating you or anything. He _likes_ you."

"Yeah, well, I don't like him. You're better than that. You're so much more than what J. Jonah Jerkface and his followers say." He should stop. He should click his jaw shut and continue their patrol but it's like he's a bag bean chair and Jameson's voice is a knife and now there are beans spilling across the rooftop.

"You save people, Spidey, but more than that you make them believe in themselves. You make them want to be better. You make _me_ want to be better and that's - you can't …" His heart pounds loud against his ears; a warning. "There are other superheroes, yeah, and they do great things - but they don't do what you do. No one can do what you do."

Spidey ducks his head, one hand coming to rub the back of his neck. "Oh wow, I don't know what to say. It's funny, but if you knew me in my civvies, I bet you wouldn't be saying half of what you're saying now."

But he does know Spider-Man in his civvies: Peter Parker, nerd extraordinaire, best friend of five years. If anything, he shines brighter as Peter - and maybe Sam's space stories have gotten to him or he's still floating down from their last baddie fight, but it clicks in his head. He grabs Peter's - Spider-Man's - wrist and drags him in until all he can see are large white lenses.

"I want to be a part of your orbit," he says because that's what Peter is. He's a star, a celestial body that people orbit - bigger and brighter than any moon or planet - headed to some unknown destination and Harry can't help but be pulled along. It hits him then - atop a rooftop near Times Square, the sky a blank canvas devoid of stars or milky ways - that even if he couldn't be the sole planet circling the star that is Peter Parker, he refuses to be the one left behind.

He lets go of his wrist and skims his fingers up to his elbows, and then down until he can ground himself in the firm hips under his palms, even though all his eyes can see are white lenses and stardust. "Let me be a part of your orbit," he begs.

"Uh," Peter says. Reality hits Harry like a meteor striking the earth. He drops his hands from Peter's waist and takes several steps back.

"Nice weather we're having, huh?"

He swears the symbiote laughs, sibilant and echoing, as he rocks on his heels.

_Yeah, well, nobody asked you._

.

"This mission requires subtlety. No masks or powers. Reconnaissance only. You'll be going in pairs. Spider-Man and Venom, you'll be our first team -"

"Uh, Mr. Fury, sir?" Sam doesn't even wait for an acknowledging nod before he lowers his hand. "How's that going to work with, y'know, Mr. 'Masks-on-at-all-times' over there?"

The glare directed his way could harpoon a fish straight off a waterfall. "I'm sure you'll have it handled, Venom?"

Handled. Yeah, of course. "Sir. Yes, sir."

It's a testament to how cohesive they've become as a team that he recognizes the doubtful looks the team sends him with their masks on.

.

There's a certain brand of hilarity in watching Peter trying to politely ditch him while looking over his shoulder for Venom. Their recon mission sent them to a college fair at ESU because SHIELD suspects one of the professors of 'nefarious dealings with a third party'. He can spot Sam and Ava sneaking into the main building while Danny and Luke browse through pamphlets across the courtyard. And here Peter is, craning his head for he-doesn't-even-know-what.

He could pull Peter aside and tell him, but then, where's the fun in that?

"So ESU, huh? I heard they have a good chemistry program."

"Uh-huh," Peter says, eyes darting to and fro, and Harry would be offended if he weren't the one playing the long con. At least Peter seems to snap out of it, his eyes wide and lips pulling that pout that makes Harry's heart skip a beat. "Sorry, Harry, I actually promised I'd meet someone here, so…"

"Oh really? If you want, I can help you find them. What do they look like?"

"Interesting question," Peter says with a soft chuckle; wry and deprecating, "I wish I knew."

"Ouch. Don't tell me you got catfished." He bumps their shoulders and Peter bumps back. Around them, high school teens flutter from booth to booth with their parents and for a moment Harry pretends they're another two teenagers in the crowd. Peter will check out the science programs and tug on Harry's sleeve to drag him to an auditorium full of other hopefuls wanting to hear about scholarship offers. Harry will trail along while trying not to think of any future plans past the next movie night or video game marathon but Peter will turn to him with bright eyes -

And then cue screaming.

The front doors of the ESU building burst open, White Tiger and Nova suited up for a takedown followed by a giant robot. Harry shakes off the fantasy as the courtyard devolves into chaos. So much for recon only.

The crowd becomes a stampede, parents clutching their teens' wrist and booking it. Peter breaks out into a sprint and it's only thanks to SHIELD training that Harry keeps up. They stop in an abandoned tent, the plastic table already upturned, and bright yellow fliers for ESU's Camping Club littering the floor.

"You should go," Peter says, one hand protecting his backpack. "Hurry up before some robot monster comes. I'll be right behind you, I just need to call the person I was meeting up with and make sure they're okay."

_Now or never, Osborn._

The breath that escapes his chest is shaky and so are his hands. "I know this is cheesy," he says, stepping over the colorful fliers, "but I want to be a part of your orbit."

Peter's eyes widen like a universe expanding and he can feel it; the gravitational pull that urges him closer and closer until their lips connect like atoms colliding. He only has milliseconds to appreciate the shock on Peter's face before the sounds of their communicators going off remind him of why they're here.

"Harry, you - you're -"

"And you're Spider-Man," he replies in a voice more cheeky than he feels. "Now come on, we don't have all day."

His stomach is swirling as the symbiote encases him and his heart is trembling but there's stardust on his lips and he glimpsed the birth of galaxies with his own eyes, and really, what else do you need?

**Author's Note:**

> Sorry this is so short and disjointed and also goes from present tense to past tense at a whim. I am not worthy.


End file.
